Of Cupcakes and Rainbows
by Cyron
Summary: Oneshot. Based on the infamous 'Cupcakes'. When something happens that no one can foresee the mane cast will learn just how much fear can affect their group.


**Warning**: This story is loosely based on Cupcakes. Yes, _that_ Cupcakes. I have taken the fanfic and added my two cents worth to the story. I post this here to give viewers fair warning. If you have never heard of Cupcakes then this story is not for you. If, however, you have read the original story and felt that it ruined a certain character for you, then I welcome you to this story. I hope you enjoy it!

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

* * *

><p>Of Cupcakes and Rainbows<p>

_The sign at the front door of Sugarcube Corner read 'closed' even though it was only noon, but if this was a cause for suspicion no one showed it. Lately it seemed as though the resident baker of sweets and party expert had developed a habit of locking herself away on different days for no apparent reason. Maybe she burned herself out and needed a nap during the day? Whatever the reason for her strange behavior no one gave it a second thought. It was always busy in Ponyville; too busy to question such a simple matter. There were stores to run, clients to attend, and goods to sell. Even on the outskirts of town things were just as busy, if not all the more. From work in the farms to tending to animals there was always something to do. It was hard work, but no one really minded for it never seemed like work. Ponies everywhere went out of their way to help one another and there was always a helping hand to be found. The bonds of friendship that they all shared made the long tasks seem easy and entertaining. There might be a few arguments now and then, but they were soon forgotten and replaced by laughter and fun. Nowhere in all of Equestria was there a happier place than Ponyville. _

_Behind the sign the confectionery was as empty as it promised to be. Silence hung in the air, broken only by the chirp of birds that reached the walls of the abandoned store. Cabinets full of baking materials had been arranged into neat rows among the shelves and strange-looking machines that made the preparation of such delicious treats a possibility seemed to inhabit every corner of the store. The dominating pink color on the walls and tables added to the allure of the place, inviting friends and customers alike into a world that promised sweets that were pleasing both to their eyes and their taste buds. _

_They all knew of the store's basement, of course. After Pinkie Pie had begun to lend a hand with all the baking in addition to preparing her own special treats the owners of the store had lent it to her for her personal use, going as far as to promise not to meddle with her own work. Since then it had become off-limits to everyone. When asked about it, the adolescent filly would smile and say that it was full of ingredients that had to be kept fresh or else they wouldn't be any good. It was extra hard work to get the secret ingredients that gave her sweets their super dazzling taste, and very special care was necessary to make her goods the absolutely, positively, super-tasty best they could possibly be, so she appreciated their understanding. And so, only she was allowed inside the room while others could only wonder what delicious ingredients she kept stored inside that made her cupcakes the best in all of Equestria._

_She had not lied: the ingredients she used were as fresh as they could possibly be. _

. . .

_The 'closed' sign once again hung on the front door but Rainbow Dash gave it no attention as she pressed a hoof against it. The door opened instantly and without resistance, just like Pinkie Pie had promised it would. She wasted no time in stepping into the store that was empty save for the many baking ingredients stored on shelves and pantries. The chairs were up and the floor was clean. It seemed as though the bakery had been closed all day. Rainbow Dash frowned. Pinkie Pie had sounded excited enough when she had called her and asked if she could come to Sugarcube Corner to help her, and she had rushed to the place half expecting it to be full of customers. _

_Locking the door behind her she called out to the empty room. "Pinkie Pie? Are you in here?"_

"_Over here," said a voice from the next room. Rainbow Dash headed in the direction the voice came from and found Pinkie Pie in the kitchen. Bowls full of mixture had been strewn over the table along with other baking utensils. Pinkie Pie was busy at work, seeming to mix batter, adjust the temperature in the oven, and decorate cupcakes all at the same time. Rainbow Dash stared at her as she moved all around the kitchen before she began to feel dizzy and shook her head. "Um…Pinkie Pie…"_

_The pink mare turned to her with a smile. "Hey, thanks for coming on such short notice, Rainbow Dash." _

_The young pegasus pony looked on in disbelief as Pinkie Pie balanced eggs over her snout and threw a sheet pan inside the oven before closing the hatch and turning a few knobs. "Uh…sure…what are friends for, right?" When her friend continued to work without replying she said, "What do you need me to do, again?" _

"_Help me with cupcakes, of course!" _

"_Cupcakes?" Rainbow Dash frowned. "You know I'm no good at cooking, Pinkie." _

_Pinkie Pie giggled. "Oh, you don't have to help me make them, I just need you to taste them and make sure they're good enough for Nightmare Night." _

_At this Rainbow Dash brightened up. "Help you eat cupcakes? Why didn't you say so sooner? I would have been here in ten seconds flat!" _

_Pinkie Pie laughed. "Oh, it's okay. I mean, what kind of friend would I be if I made you be here in just ten seconds?" She turned to the table to grab something, clearly missing the exasperated look Rainbow Dash shot her. "Here," she said, handing a cupcake to Rainbow Dash. "Try this one and tell me what you think. It's a special one I made just for you." _

_Rainbow Dash could see what she meant. The icing for the cupcake had been made to resemble her cutie mark. A lightning-shaped rainbow made of frosting had been attached to a small white mass that resembled a cloud. The mark lay over light-blue icing that covered the rest of the cupcake. _

"_Thanks a lot, Pinkie Pie." She said, consuming half the cupcake in one bite. Pinkie Pie had really outdone herself this time. Her cupcakes, which were already tasty enough, paled next to this special one she now had the pleasure of eating. It had been baked in such a way that it seemed to melt in her mouth while the icing tickled her taste buds to no end. After munching some more and taking her time to swallow she turned to Pinkie Pie. "Now that's a good cupcake!" _

_Pinkie Pie bounced right up to Rainbow Dash, her whole body seeming to shake with excitement. "Do you really mean it? I used a new recipe for my latest batch, so I didn't know if they'd be good. I thought about adding more salt, but then I thought 'No, it needs more sugar'. But then I thought 'What about the icing?' so I tried making another recipe for the icing too. And then…"_

_The young pony seemed to go on without end. Rainbow Dash, who had only taken in two words of what Pinkie Pie had said, just smiled and nodded. "That's great, Pinkie, really great." She tossed the remaining bits of the cupcake into her mouth and quickly devoured them. "So when do you think the next batch will be ready? I can't wait to try out more cupcakes." _

"_What?" Pinkie Pie asked, turning to the oven. "Those aren't for you, silly."  
><em>

"_Oh." Rainbow Dash looked around the kitchen. "So which ones do you need me to taste for you?"_

_Pinkie Pie laughed once more. "I already gave you a cupcake to taste, Dash. You almost ate it all in one bite, remember?" _

_Rainbow Dash frowned. She only needed to taste one cupcake? The way Pinkie Pie had talked about it she had thought she would be there for a few hours with whatever it was she needed help with. Immediately she regretted eating the cupcake so quickly. Not only did it leave her wanting more but the excess sugar seemed to be rushing to her head, which began to throb dully. Her vision darkened at the edges and she clutched her head tightly. _Sugar rush_, she thought with a grimace. _I hate those_. _

"…_now, Dash."_

_She shook her head and turned to Pinkie Pie. "Huh? What was that?" _

_Pinkie Pie placed a hoof over her head and pretended to smack herself several times. "'Hello? Ponyville to Rainbow Dash, over!' I said you should take a nap now." _

_The words sounded muffled, as though coming from somewhere far away. Rainbow Dash tried to ask her to repeat what she had said but her mouth seemed to have stopped working. The room began to spin around her as she struggled to remain balanced. Faster and faster it went until the world came crashing down and darkness consumed her. _

. . .

_The light was dim in the small room as Rainbow Dash came to. The darkness hid the walls and all they held from view, light shinning only in the center of the room where most of the work took place. The young pegasus pony felt tired and drained, and it took every ounce of power she had not to doze off once more. She tried shaking her head to clear her view before she noticed that she had no control over it. Panic began to settle over her as she tried moving her legs only to find that they didn't respond to her command, either. What had happened? Why couldn't she move? _

_She felt a prickling on her lower back followed by a warm sensation that seemed to spread throughout her body. Her eyes shot open at once. Her senses, which had been dulled moments before, now exploded with energy and her body began to spasm from the sudden violent change. She shut her eyes and clenched her teeth as her body continued to shake. She was on fire. She couldn't breathe. _

_From her left she heard a voice call out to her, its sing-song tone ringing clearly in her ears. "Rise and shine, you little sleepyhead!"_

_In a few seconds the feeling of burning seemed to diminish. Adjusting her eyes to the dimness of the room, she tried turning her head to the side and made out the shadow of a pony. "Who's there?" She asked, her voice cracking as she spoke. Then, tentatively: "Pinkie Pie?"_

_Pinkie Pie walked into the light of the room looking slightly disappointed. "Aw, how did you know it was me? It's no fun if you guess on the first try."_

_Ignoring her, Rainbow Dash looked down at her body. Her eyes grew wide as she realized why she couldn't move earlier: her whole body had been tied down to a table, dark straps tied around her limbs to keep her in place. She turned to Pinkie Pie, her breath beginning to pick up. "Where are we? And why am I tied down?"_

"_We're in Sugarcube Corner, of course." Pinkie Pie replied, coming to stand right in front of Rainbow Dash. "This is where I keep all my special ingredients for my cupcakes." _

Special ingredients…_ Rainbow Dash wondered before it seemed to click. They were indeed still in Sugarcube Corner but in the one place of the store that she had never been to. She tried looking around the room and felt a sense of anticlimax. For a place that had such a large speculation it looked slightly unimpressive to Rainbow Dash. From what she could see it was mostly an empty room with a table in the middle. There were no refrigerators or any similar place to store ingredients. _

_She tried moving her legs again with no better results than the first attempt, her joints twitching involuntarily every now and then. Noticing Pinkie Pie staring at her she turned to her friend. "So are you going to untie me or what?" _

"_Uh-uh."_

_The words seemed to echo in the room long after Pinkie Pie had spoken. Rainbow Dash looked at Pinkie Pie, her heart rate increasing as she stared at her friend who seemed extremely happy about something. Her cheerful attitude mixed with the stretching silence in the room only served to increase the pegasus pony's ever-growing sense of paranoia. "This isn't funny. Help me get out of here."_

_Her friend merely gave her a somber smile, and it seemed so out of place coming from Pinkie Pie that Rainbow Dash couldn't fight the cold feeling that spread throughout her body. "I'm sorry Dash, but I can't do that. Besides, why would I go through all the trouble of tying you down if I was just going to let you go?" _

"_You tied me down?" The pegasus pony asked in disbelief. That didn't make any sense. And why did her body keep twitching so much? "Why would you do that?" _

_Pinkie Pie remained silent as she stared at her friend with a blank expression, as though she were lost in thought. Then her smile became genuine and she said, "Because you're going to help me get the ingredients I need for my cupcakes, of course." _

Help her get ingredients?_ Rainbow Dash thought in confusion. "How am I supposed to do that if I can't move?" She asked, wiggling her legs that were strapped down to emphasize her point. _

"_You won't have to move, silly." Pinkie Pie said, her smile growing wider. "And it's much easier if you're tied down. Otherwise you would just be squirming and making it harder for me to get them." _

_Rainbow Dash looked at her dumbfounded. The sinking feeling in her body intensified, as though she had beenf plunged in cold water. She was painfully aware of how hard her heart was beating against her chest to the point that its sound became almost unbearable. It wasn't normal, just like this whole situation didn't seem normal. She remained silent for a moment as her mind seemed to process everything that Pinkie Pie had said. Finally, with a feeling of dread, she asked: "What are you saying, Pinkie Pie?" _

_She would never forget the next words her friend said, just as she would always remember the smile on her face as she had said them. _

"_I'm saying that the special ingredient is _you_." _

. . .

_The words had been followed by a moment of silence. Rainbow Dash stared at Pinkie Pie and Pinkie Pie stared back. The former looked shocked; the latter was smiling. Then Rainbow Dash had laughed. It was a desperate laugh, one contaminated by the anxiety she currently felt and the fear that was inexplicably consuming her. Surely it was all just a joke, a harmless prank taken to an extreme at an attempt to startle her. She could hear her heartbeat clearly pulsing in her chest, and her legs continued to twitch every now and then. _

_Then Pinkie Pie started to laugh as well, and she felt a small wave of relief. It _was_ just a joke after all. _

"_You sure got me good, Pinkie Pie," she said, unaware of the tears that were forming in her eyes as she laughed. Pinkie Pie said nothing, standing in the same spot and staring intently at Rainbow Dash. "That sure was a good prank. Now let me out of here so we can tell the others." _

"_I already told you I can't let you go, silly." Pinkie Pie replied, giggling as she shook her head. "How am I supposed to get the ingredients if I let you go?" _

_The smile faded from Rainbow Dash's face. For one painful moment her heart stopped beating. Fear sank further into her as she stared at Pinkie Pie at a loss for words. "But…you…this is just a joke, right? You're just trying to scare me, aren't you?"_

"_I scared you?" Pinkie Pie blinked a few times before frowning. "I'm sorry; I didn't mean to do it. I just wanted to have some fun with you."_

_Rainbow Dash dared to hope once more. "Don't worry, Pinkie Pie." She replied. Her voice quivered slightly as she spoke, and a growing numbness was spreading throughout her body. "Just let me go and we'll forget this ever happened." _

_The pink pony shook her head. "I already told you I can't let you go." _

_Rainbow Dash felt her heart go cold. Tears of frustration began to fall down her face. "Let me go, Pinkie! This isn't funny anymore!" _

"_Then why have you been laughing this whole time? You're so silly sometimes, you know that, Dash?"_

_Rainbow Dash hung her head in defeat. Whatever was happening here, she did not like it. For all the pranks she pulled Pinkie Pie had never hurt anyone intentionally before. She had always known when she was about to cross a line and stopped the jokes before someone was hurt. Now, seeing her friend so affected and scared she still continued with the charade. _

"_Don't cry, Dash." Pinkie Pie said. "Look, there's someone here who doesn't want to see you sad." _

_Rainbow Dash raised her head. "There's someone else here?"_

_Pinkie Pie nodded. "Just a second, okay? She's feeling kind of shy right now, so try not to scare her."_

_She moved away from the light, and Rainbow Dash waited for her return with bated breath. "Pinkie Pie, what are you-"_

"_Surprise!"_

_The screams escaped from her mouth without her noticing. Her eyes had frozen wide as she stared at Pinkie Pie and what she had brought along with her. Ragged and torn, flesh hanging at different ends, the bodily mess was almost unidentifiable. Blood had stained the body a dark crimson color yet she could make out patches of pink flesh along with manes of hair that had remained the familiar light green color she was used to seeing on the pony._

"_Why are you screaming?" Pinkie Pie asked the tied down pegasus pony, all traces of humor gone from her voice as well as her features. "I told you she was feeling shy. Now you've gone and upset her." _

_Rainbow Dash continued to stare at the broken body before her. From behind the blood-covered face two pools of bright emerald stared deeply into her own eyes, seeming to look deep into the frightened pegasus pony. She tried to turn away from the dead body but those eyes kept her gaze locked in place. They were completely dead and devoid of life, and yet they were staring directly at her._

_She silently cried out for the other pony, for she had known her. She had seen her many times from across the confectionery tending to her own store, and she had also been kind enough to help Rainbow Dash and her friends when they had been inflicted by the poison joke not so long ago, providing the necessary herbs needed to cure their ailments. It seemed like only yesterday that her eyes had barely fallen on them when she burst into laughter at how ridiculous they all looked. _

_Now she was gone. _

"_So what do you think?" _

_Rainbow Dash turned once more to Pinkie Pie, barely hearing the words she had spoken. The carefree pony was smiling, waiting for an answer that she wasn't sure she could give. Her lips seemed to move by themselves as she found her voice. "Pinkie Pie…what have you done?" _

_For one terrible moment Pinkie Pie's expression turned blank as she looked from Rainbow Dash to the hanging corpse, a nonchalant expression clear on her face. With no hesitation she grabbed the broken body and pushed it back into the darkness of the room and out of sight. "She won't be here for long." She told Rainbow Dash, seeming to pat Daisy's remains as she spoke. "I'll start working on her cupcakes later." _

_Rainbow Dash did not think it possible that her heart could beat any faster than it already was, but Pinkie Pie's words had proved her wrong. In that moment the truth sank in and she felt her resolve shatter. _

This isn't real._ She thought, and found herself hanging on to that one idea amidst a sea of confusion and betrayal. _The _real_ Pinkie Pie would never do such a thing. This is just a nightmare, and I want to wake up.

_But try as she might the room and the horrors it held refused to fade away. She was strapped down on a table, awaiting an uncertain fate, and there was nothing she could do about it. _

"_Why are you doing this, Pinkie Pie?" She asked, once again fighting against the restraints that held her down._

_The pink pony laughed as she jumped up and down. "You already know why, silly. I'm doing it for the most delicious, spectacular, and tastiest cupcakes ever!" _

"_But you can't." Rainbow Dash said, trying to reason with Pinkie Pie. "You can't do this. You're hurting your friends like this." _

"_No I'm not. Don't you see?" Pinkie Pie asked, her eyes gleaming with excitement. "That's the best part. My friends are going to help me make my other friends happy. I can't wait until everyone tries my cupcakes. They're sure to like them. And the sooner we get started here, the sooner they'll be able to eat them."_

_She took a step towards Rainbow Dash and stopped, her eyes shooting open. "Oh, I almost forgot. There's one other thing I wanted to show you. But you have to promise to tell me what you really think, okay?" _

_She did not wait for a reply and took off to the dark areas of the room where she was well out of sight. Time seemed to slow down as Rainbow Dash waited for her to return. Whatever Pinkie Pie wanted to show her, she thought, it couldn't be worse than what she had already seen. Even so, she was not looking forward to another surprise. _

_The seconds stretched until she couldn't take it anymore. What was Pinkie Pie doing?_

_Suddenly her voice called out from the darkness. "Are you ready? Remember, you have to tell me what you really think."_

_She stepped out into the light, and Rainbow Dash remained speechless. She had been wrong: it could be worse, and it was. _

"_Do you like it, Dash? Well, do you?" She had asked, turning around to let her friend see every detail of the dress she had returned in._

_Rainbow Dash did not reply. Her eyes had bulged and her mouth was slightly agape as she stared at the outfit in full display before her. Everything else seemed to vanish as she took it in, a dress made completely of cutie marks with three pairs of pegasus wings sown on the back. She looked on in horror as Pinkie Pie modeled the dress she had created, striking different poses in a grotesque version of a modeling show. Her eyes continued to dart over the many marks on the dress; she could easily make out thirty them in the front part of the dress alone. _

_A cold sensation swept through her body as her mind reeled with the truth that stood before her._

_Each mark had once belonged to a different pony. _

"_It's the first time I've ever tried making something like this." Pinkie Pie said. "Isn't it wonderful? If you look at it like this the cutie marks really stand out. Maybe I could add another pair of wings between these two…"_

_She turned to the tied-down pegasus pony, crossing her front legs timidly. "So what do you think?"_

_Mistaking her friend's stunned silence Pinkie Pie smiled and began to jump up and down. "You like it! I'm so happy! For a second I thought you wouldn't. I mean, I know it's nothing like the dresses Rarity makes, but I put a lot of effort into it."_

_Rainbow Dash struggled and failed to find her voice. "How…"_

"_How did I make it?" Pinkie Pie giggled as she looked up at her friend. "Well, it's kind of like baking. You know…" She closed her eyes and began to dance in place as she sang. "All you have to do is grab a cup of flower, add it to the mi-"_

"_How could you…" _

_Pinkie Pie began to laugh again as she shook her head. "I'm trying to tell you, silly. You take a bit of this and a bit of that, and then you mix it together so that-"_

"_How could you do this?"_

_The words echoed in the room for a moment before fading into silence. Pinkie Pie had stopped dancing and turned to Rainbow Dash, a questioning look on her face. The pegasus pony felt tears running down her cheeks, but she paid them no attention. Something was changing within her, a force that was slowly consuming her as she gazed at the pony standing before her. Her fear had subsided, only to be replaced by an anger that demanded an answer. "They were your friends! I thought _I_ was your friend! Why, Pinkie?" _

_Her heart sank as the pink pony looked hurt, something she had not seen coming. There was pain behind those eyes, a look of betrayal if she had ever seen one. Pinkie Pie had obviously not been expecting her friend to lash out at her. She seemed on the verge of tears before she closed her eyes and shook her head. She took a deep breath, and when her eyes opened again it was with a smile and a familiar glint of mischief in her eyes. She looked as composed as ever. _

_She stared at Rainbow Dash, her sweet smile and honest words sending chills down the pegasus pony. "We _are_ friends, silly; the best of friends. That's why this time's so special. I get to share my secret with my very best friend. Do you know how long I've been waiting for this day to come?" _

_She slowly hopped to the tied-down pegasus pony, her smile becoming wider as she stared at her friend. Rainbow Dash stared back with a hint of apprehension, quietly struggling with the straps that held her tied down. Pinkie Pie must have done a very good job; try as hard as she did, she couldn't even manage to budge more than an inch. _

"_I owe a lot to you, Rainbow Dash." Pinkie Pie continued, and Rainbow Dash was surprised to see her cheeks turn a brighter pink than usual. "It's because of you that I am who I am. Back when I was growing up on the farm I was never happy. In fact, I never even knew what it meant to be truly happy. It always felt like there was a part of me missing." Standing on two legs, she placed both her front hooves over her chest and mimed a broken heart. "I was such a sad little filly, so small and all alone. But then I saw your sonic rainboom..." She paused for a moment as she seemed to relive said memories, her smile growing and her eyes glazing over as she became lost in thought. "It was the most beautiful thing I had ever seen. It was so colorful that I couldn't help but smile when I saw it. And then something happened inside of me. It was like getting goose bumps, you know?" She twitched uncontrollably, her mane and tail shaking back and forth as Rainbow Dash stared in confusion. "That tingly feeling that shakes you up until you feel all warm and fuzzy and ready to burst. I felt like I could smile forever. And that's when everything seemed to click. I knew what true happiness was and I knew that I had to share that happiness with everyone, no matter what. I had found out who I really was and what I was meant to do. I even got my cutie mark to prove it." _

_She turned on her side to allow Rainbow Dash to see the mark on her lower waist. Sure enough, there were the familiar balloons that represented the happy-go-lucky, festive, and completely random attitude they had come to associate with Pinkie Pie. _

"_I know who I am, and it's all thanks to you, Rainbow Dash."_

_Rainbow Dash said nothing. Her voice had become lost before this great revelation. She stared at Pinkie Pie as though she had never seen her properly before. In fact, she was beginning to believe that she had never really known Pinkie Pie at all. She had always thought of her as a happy pony who didn't like to see others sad, so she went out of her way with her wacky antics in an attempt to make others smile. She threw parties and played pranks and baked treats for others because she wanted to spread the joy of friendship to everypony she could. _

_Now, however, she was beginning to see a side of Pinkie Pie that lay even deeper than that, a truth that Pinkie Pie had hidden even from herself to the point that it only seemed to exist on a subconscious level. And the sudden realization hit Rainbow Dash hard, the one thing she had never seemed to notice before always being right in front of her if she had only chosen to look for it. She felt more tears run down her cheeks as she understood what she could have known long ago. _

_Pinkie Pie was happy not for the sake of others, but for her own. Deep down, she worked so hard on spreading friendship and acting in such a goofy way to fight the worries that lay deep within her. _

_She was always smiling and always making others smile because she did not want to go back to being alone._

_She was afraid of returning to that time so long ago when she had not been happy, when all she had known was the cold sting of loneliness as she worked her days away in a farm that would most likely never prosper. So she did the things she thought would be amusing to others in an attempt to fight the loneliness that had once controlled so much of her life. _

_She saw a Pinkie Pie that had succumbed to her fears and become lost. _

_She saw a friend who was alone and scared and crying for help. _

"_Those were some nice memories, but I think it's time to get this party started."_

_Rainbow Dash shook her head as she came to. Her eyes widened as Pinkie Pie slowly approached her with a sharp blade in her hands. Cold sweat began to break out in her face as her heart began to pound furiously in her chest. _

"_What are you going to do with that, Pinkie?" She dared to ask. _

"_I'm going to remove your cutie mark, of course," the young mare replied, coming to stand next to the restrained Rainbow Dash. "I know just where I'm going to put it, too." She pointed to a spot in the center of the dress which had been sown with regular cloth instead of a mark. "Isn't it the perfect spot? Everyone will be able to see it there." She turned back to Rainbow Dash, her eyes wide as her mouth split into a grin. "I'd save nothing but the best for you, Rainbow Dash. I think your cutie mark will really add some spice to the dress. I'm sure it will look about twenty percent cooler, wouldn't you agree?"_

_She turned to the ceiling and began to laugh, a cold, chilling sound that made the young pegasus cringe against her restraints. _

"_You don't have to do this, Pinkie Pie." She said. "Just let me go and we can talk about this." _

_Her heart sank as Pinkie Pie continued laughing uncontrollably. She felt on the verge of tears once again as all hope seemed to vanish. "Please…Don't do this, Pinkie."_

_The laughter stopped almost as quickly as it had begun. Pinkie Pie remained staring at the ceiling for nearly a minute before she turned to Rainbow Dash. _

"_Sorry, Dash," she said, frowning as she drew closer. "I can't do that. Your number came up, and I can't make exceptions." _

_Her features cleared up instantly and she was smiling once more. "Besides," she added, raising the scalpel so that it gleamed in the light of the room, "we're going to have so much fun." _

. . .

_All was mostly quiet within the room, the silence broken by the light scrapping-noise of a scalpel as it was continuously applied to a surface. The sound of soft flesh being torn was next. The sobbing was always last. Together they formed a slow beat, the scrapping, the tearing, and the sobbing, a twisted rhythm that was repeated over and over again. There had been screaming at first, a cry that had come from the deepest parts of the pegasus pony as she was subjected time and again to the many devices in the room, but they subsided before long. Pain filled every pore of her body, its intensity leaving little room for anything else. She became lost in it, her will to struggle disappearing as the torture continued. Eventually she lost count of how many times pain exploded throughout her body, a pain greater than anything she had ever felt before. It flooded her senses, drowning her in its enormity until she could not take any more and ended up passing out. _

_Peace, however, never lasted. _

_A burning sensation on her back, like fire spreading through her body, and she was once again wide awake and fully aware of the horror. The dry blood staining the scalpel, the gaps of raw flesh from where her mark had been removed; she saw it all with full clarity and helplessness, all the while succumbing even more to the pain she felt. _

_The third time she felt the burning sensation on her back her body seemed to come to life on its own, her will long ago broken by the never-ending cycle of pain. She no longer fought against it, only accepted it as inevitable. Her cries had ceased altogether, the realization that this was the end for her becoming more and more apparent the further her body grew numb before the torture she was subjected to. Multiple cuts and tears covered her body from where Pinkie Pie had used the scalpel and taken more of her flesh along with other parts of her body. Her upper torso lay open to the world, its insides exposed as Pinkie Pie continued to pry with her body. _

"_Who would have thought you'd be as colorful on the inside as you are on the outside," she had wondered out loud, but Rainbow Dash had not bothered replying. She looked so torn in her own eyes that she wondered how it was possible that she was still whole. She was like a ragged doll that had been ripped open too many times. She would have laughed if she could have done so, such a thought seeming so out of place in the current situation that she couldn't help but find it funny. Reality quickly broke through her thoughts and she remembered just what was happening to her. Her mood sobered after that, tears rolling down her cheeks as she began to wonder how it had come to this. _

_Seeming to read her thoughts, Pinkie Pie caressed the pegasus pony's cheek, wiping away the tears that were flowing freely down her face. "It's not your fault, Rainbow Dash." She said, her eyes reflecting nothing but love and adoration for her tormented friend. "This is just something that had to happen. I need to make more cupcakes, or else I can't make anyone happy. I hope you won't hate me, and I would really like it if we could still be friends. I promise I'd never hurt you unless it was necessary. And look," she added, turning to her friend's side and pointing. "I was able to close off the wounds, so they stopped bleeding. Isn't that great?"_

_Rainbow Dash looked to her side as well, to the place where her wings once lay. Broken remains of bone marrow stared back at her, the blue color of her skin mixing with the sticky red blood that had dried over the surface where the amputations had occurred. She tried to move them but received no reply, their existence all but gone to this world. She remained staring at the spot, her mouth agape, eyes listlessly trailing from one broken wing to the next as her neck hung limply to the side. They were gone, any hopes of surgically reattaching them now impossible. Pinkie Pie's sealing of the wounds had seen to that. Hidden within that knowledge was a horrifying truth, one that she felt completely despite her growing numbness. _

_She would never fly again. _

_She would never again feel the wind against her face as she sped past the open landscape that spread out before her, nor would she enjoy sleeping on clouds, savoring the sensation of resting on the air itself. She was no longer free, and the world was no longer a playground for her. That had all been taken away from her, and with it, she felt a part of her go along with it. She was no longer the same Rainbow Dash. _

_She was just an empty shell, a toy that was beyond repair, broken and dead to the world. _

_The realization served as the final blow to her resolve. She felt her body becoming lighter as all pain seemed to vanish. Her vision was becoming blurry and she began to drift away. Pinkie Pie noticed her eyes dulling over as she continued to apply the scalpel and immediately dropped it. The instrument clanged loudly as it hit the floor, the sound echoing in the chamber, but neither pony paid it any attention. She reached down and cupped her friend's face between her hooves, shaking her slightly as she stared deeply into her eyes. "Don't go, Rainbow Dash! We still need to have so much fun!" Her mouth twisted into a smile as she held her friend. "I still have so many things to show you. There's still so much more to do. Don't go! Don't leave me alone! You're my friend! Friends don't abandon each other! Stay with me, Rainbow Dash!"_

_Rainbow Dash heard the words coming from somewhere far away. Her eyes, which had remained to the side where the broken pieces that had once been her wings lay, now strayed to Pinkie Pie. Tears had welled in the other's eyes and they now fell over Rainbow Dash, but she barely felt them as they trailed down her face and continued down to the floor. Her mind was growing fuzzy as all thoughts seemed to fade away. Only one idea remained; a trail of thought that would serve as her last. _

_For all her effort, she had failed to help Pinkie Pie. She had not seen the signs, and she would pay for it with her life. She had not saved her. There was no redemption, and she knew that the cycle would repeat itself anew, the pink pony growing more detached and alone as she sank deeper into despair. _

_She held the gaze of the pink pony one final time before her mind slipped out of consciousness and all faded away. _

. . .

Twilight Sparkle awoke with a snap as thunder rumbled in the distance. She lay in her bed staring at the ceiling as lightning flashed through the window. Her mouth was dry and she felt the need to drink. Making her way to the kitchen she poured herself a glass of water and wasted no time in emptying it of its contents. She turned to the window to gaze at the sky, her sleepiness seemingly gone in the night.

"Twilight?" A tired voice came from the kitchen entrance. She turned to Spike, who stood with eyes half closed, almost asleep where he stood. "Is something wrong?"

"No, Spike." She replied, turning back to the window and staring at the sky once more. "Everything's fine. I just needed a glass of water. Why don't you go back to bed and get some rest?"

The young dragon nodded, turning around and wobbling back to his bed, and Twilight was once again all alone. She remained by the window for a very long time. Eventually the thunder ceased and the weather seemed to return to normal. Staring at the sky she saw that it had become a clear night. Everything seemed perfectly fine.

So why did she feel like something was horribly wrong?

. . .

_She was gone; everything was gone. There was nothing now, no pain, no joy, no tears; all had been swept away the moment she had left the world._

_So how was it that she could still see and hear everything that was happening?_

_She saw Pinkie Pie continue to hold her face, her features frozen as all time seemed to stop. Her mane, which always seemed like a jumbled ball of hair, had become straight and fell as a long cascade down her back, seeming as dead as the unmoving body that lay on the table. Then her hooves began to shake as fresh tears formed in her eyes. She let go of her friend, took a step back, and tripped over herself, colliding against the bench of tools behind her. Various instruments crashed on the floor around her but if she heard them she showed no signs of it. Her whole body had begun to shake as she clutched her head, tears streaming down her face. She began to scream, thrashing on the floor as horrible sobs poured out of her mouth. Her eyes were wide as she lay there, broken and hurt, the sudden realization of what had happened finally sinking in. _

_Rainbow Dash could not bear to watch, but she knew she had no choice, just like she knew that this would eventually be Pinkie Pie's fate. She would lose everyone she ever loved, and she herself would be the one to bring their end._

_She would end up alone. _

_The sobs became louder, the horrible sound intensifying as it echoed throughout the room. She saw her corpse begin to rot on the table and cringed as the corrupted flesh tore apart revealing maggots squirming in what had once been her innards. She tore her eyes away from the sickening sight and turned to Pinkie Pie, but the sight of her sprawled on the floor, shrieking and completely insane, seemed even more unbearable. The cries became louder until she couldn't take it anymore. She closed her eyes and opened her mouth to scream, and when she only heard the same voice as before she understood. _

_She was the one who had been screaming all along._

. . .

Thunder echoed in the room as Rainbow Dash came crashing to the floor, her room seeming to spin in circles before her eyes. Her head was pounding fiercely, her body burning up, and she was shivering all over. She felt the familiar wave rising from her stomach and stumbled out of the room, reaching the bathroom just in time to retch in the sink. Again and again she emptied her stomach of its contents until the wave diminished and her body stopped convulsing. Lying on the floor she rested her head against a wall and closed her eyes. Its coolness provided a temporary relief from the burning sensation she was feeling and the dull throb in her head seemed to lessen as she remained there. It was a quiet night, the silence broken only by the rumble of thunder as lightning continued to flash in the sky.

When the worst of her fever had passed her thoughts eventually turned to other matters. Getting some rest was the first one. She had to meet the other girls during the day. Pinkie Pie had asked them for help and she had agreed without hesitation. It wouldn't do any good to wake up in the morning with another wave of nausea. Groaning inwardly she raised herself from the floor, sighing in relief when her legs withstood her weight and the room remained balanced. She sprayed some water on her face and made her way back to her bed, and in no time at all she was asleep once more.

Her dream and all the horrors it held lay all but forgotten.

. . .

Morning came all too soon for Twilight Sparkle. Her train of thought from the night before had caused her to doze off right where she lay in the kitchen. Now her body snapped in protest as she stood, her muscles aching all over. Turning to a clock she noticed that it was still early. _Good_, she thought, _I have enough time to prepare everything._

She wasted no time getting ready and once she was done she made her way to the library. Spike was already there placing many scattered books back in their proper place. Noticing Twilight approaching he called to her.

"Morning, Twilight."

"Good morning, Spike." Taking a look around the room she closed her eyes and took a deep breath as she concentrated. Her horn was immediately surrounded by a faint aura, the same faint glow appearing on the remaining books that lay scattered on the floor. They rose to the air and remained floating as though hoisted by an invisible string. Turning straight they took off to different bookshelves, each one filling an empty spot between other books before the aura surrounding them and Twilight's horn vanished.

The young unicorn opened her eyes, saw the full bookshelves, and smiled. "That's better," she said, moving through the now clear library. "It's time to make the list of the day. Are you ready to take a note, Spike?"

The infant dragon, anticipating her, had reached for a quill and some paper. "Ready to take notes, Twilight."

Twilight Sparkle smiled. _That's my number one assistant. _

She cleared her throat and began. "First item on the list…"

. . .

Grabbing her supplies she approached the front door, which began to glow and swung open as though of its own accord. Standing on the doorframe she turned around. "Are you sure you don't want to come with me, Spike?

"Nah, I want to finish my chores here." The young dragon replied. "And I still need to send your reply to Princess Celestia. But I'll be there as soon as I can. There's no way I'm missing out on free cupcakes." His body slumped and his eyes became glossed as he let out a deep breath, his voice becoming lighter as he continued. "I can't wait to see Rarity…"

Twilight Sparkle rolled her eyes. Some things would never change.

"I'll tell her you said 'hi'." She said, suppressing her laughter until the door closed behind her and she had begun the trek to Sugarcube Corner. As she walked she let her mind wander, her thoughts drifting to the events of that day. Pinkie Pie had asked them all for help, saying that she needed their opinion on some cupcakes she had made the day before. It was a new recipe, something she had never done before, and she wanted their opinion before showing her latest creation to Mr. and Mrs. Cake before they returned the following day. She had sounded so excited that none of them had refused to help. It didn't really seem to Twilight that they were helping much at all, but Pinkie Pie had seemed so overjoyed when they had agreed. It obviously meant more to the pink pony than she could tell.

A shadow suddenly passed overhead. Snapping out of her reverie Twilight gazed to the sky and saw a familiar figure flying overhead.

"Rainbow Dash!"

The pegasus pony looked down, saw Twilight waving at her, and looped in a wide arc, her speed increasing as she dived to the ground. With a great flap of her wings she stopped a few inches before crashing and landed smoothly in front of the amazed unicorn.

"Hey, Twilight. You ready to chow down on some cupcakes?"

Twilight opened her mouth to reply but a low grumble from her stomach said more than enough. Both pegasus pony and unicorn began to laugh. "I guess you could say that." Her expression quickly sobered as she gazed intently at Rainbow Dash. "Are you feeling all right? You look exhausted."

Rainbow Dash shook her head. "It's nothing. I just had some trouble sleeping last night."

Twilight's eyes widened slightly. "Were you having nightmares?"

"Not that I can remember." Rainbow Dash replied. "I was just feeling a little down in the weather."

At this Twilight's eyes narrowed. "This wouldn't have anything to do with that bet between you and Applejack on who could eat the most apples, now would it?"

Rainbow Dash smiled guiltily. "You got me. I learned my lesson, though. I'm never eating that much ever again. I don't know how Pinkie Pie does it." She then noticed the small dark bags under Twilight's eyes. "Looks like I wasn't the only one having trouble getting some sleep last night."

Twilight remembered the events from the night before, and her expression became somber. "I had a lot on my mind last night." She said. "I could've sworn something was wrong."

Rainbow Dash stopped walking and turned to her friend with rapt attention. "What do you mean?"

"I don't know." Twilight replied. "I just felt that something was wrong. But I can't imagine why I would feel that."

"I think you've been reading too many books lately." Rainbow Dash said, raising a hoof and smacking the side of her head lightly. "It's starting to get to you. You need a break before you start to crack. You don't want to go crazy like last week again, do you?"

She began to laugh, and Twilight felt her cheeks burn slightly as she remembered said events. Her expression grew dark. "We're going to have to promise never to talk about that again."

"Right," Rainbow Dash said, wiping a tear away from her eye. "Just like all of you promised never to talk about that boulder Rarity thought was a diamond."

They were laughing once more, remembering how the subject annoyed Rarity to no end. More memories followed after that as one after another Twilight remembered every adventure she had shared with her friends ever since she had arrived in Ponyville. She couldn't believe how much everything had changed since that first day when she and Spike had landed on a hot-air balloon. She had seen and done so many different things, from the Running of the Leaves to lending a hand for Winter Wrap Up. Each day had been filled with wonders to be held, and they were made all the more special because she had found others to share them with. In such a small and quiet town she had come to meet five very special ponies who had become her very best friends. They all shared a special bond, not just because they represented the Elements of Harmony, but because their devotion to one another went first and beyond anything else.

There had been moments where their bond had been threatened, and she immediately thought of Discord, who had brought disorder to Ponyville and had almost succeeded in plunging Equestria into total chaos and destroying their friendship once and for all. But they had managed to overcome his deceptions and emerged triumphant. So strong was their bond that Twilight knew they would always be able to overcome any obstacle as long as they were together and believed in one another.

"Come on Twilight! We got us some cupcakes to try!"

She had fallen behind while lost in thought. Hearing Rainbow Dash calling to her she hurried on ahead and matched her pace. Rainbow Dash noticed the smile on her face but refrained from asking, picking up speed instead and leading the way to Sugarcube Corner.

_Together_, Twilight thought, and followed after her friend down the path familiar path to awaiting wonders.

. . .

Picking up the pace they arrived at Sugarcube Corner a few minutes later. Fluttershy was already waiting for them, sitting next the entrance to the confectionery.

"Good morning, Fluttershy." Twilight said once they had drawn nearer.

"Oh. Good morning, Twilight. Good morning, Rainbow Dash."

"Why are you waiting out here?" Rainbow Dash asked. "Did you just get here?"

"Oh no," Fluttershy said, "I've been here for a while now. But I didn't want to make Pinkie Pie open just for me, so I decided to wait out here for everyone."

Twilight frowned. "'Not make her open just for you'? This is Pinkie Pie we're talking about, Fluttershy. She's had us over dozens of times before. Why did you think you would bother her?"

Fluttershy pointed to the door next to her where a 'closed' sign had been placed. Peering through the door Twilight could only see a dark and empty room. There was no one inside.

"That's strange," she said. "I don't remember the store ever being closed during the day." She turned to the other two. "You think she's sick?"

"Maybe," Rainbow Dash said. She turned to Fluttershy. "Did you try knocking?"

The other pegasus pony lowered her head and seemed to shrink back. "Well…no…not really…"

Rainbow Dash rolled her eyes, stepped up to the door, raised a hoof, and knocked several times. "Pinkie Pie?" She called out. There was no reply. She knocked again but the result was the same. Turning to Twilight and Fluttershy she frowned. "Do you think she went out?"

"Hey Rainbow Dash! Think fast!"

. . .

_A tug, a swift pull, and the wing was snapped right off like a broken twig, the cracking sound it produced ringing in her ears as pain exploded throughout her back. She let out a scream that was amplified infinitely as it echoed in the room. She could see a thin trail of skin keeping the wing attached to her body before the weight became too much and it slid right off. Her body began to shake. Her screams became louder. _

_The pain overwhelmed her and she lost consciousness. _

. . .

Rainbow Dash opened her eyes and saw Twilight standing over her. Her face was full of concern as she looked down at her friend. Fluttershy had stayed a short distance away, but she could still see how wide her eyes had gone and how her body was trembling as she stared at her on the floor. Her own breathing had picked up and her heart had begun to beat rapidly in her chest. She barely registered as a medium-sized ball finished bouncing and lay motionless on the floor, having been tossed out the second-story window by a familiar pink pony.

Twilight turned to Pinkie Pie. "Come down and open up, Pinkie, and hurry!"

Pinkie Pie, upon seeing her friend on the floor, obeyed instantly. She closed the window and disappeared from sight, and Twilight's focus was once more on Rainbow Dash. She had stopped screaming and now her eyes stared deeply into her unicorn friend.

"Twilight…"

"That's right." She said. She stood back and let Rainbow Dash get up. "Why did you start screaming like that? You really scared us."

Rainbow Dash opened her mouth to reply but failed to find the right words to express what she had seen and closed it. _It was just a bad dream_, she thought, more to convince herself than anything else, yet her body continued to shake uncontrollably. _Something like that would never happen._

A small voice, one she had never heard before, seemed to answer.

_Then why are you shaking so much? _

It was true. Her body seemed out of her control, her legs wobbling as though they could barely hold her weight. She tried to will them to stop but to no avail. Fear was taking hold of her, and her eyes darted from Twilight to Fluttershy. Could they see how scared she really was?

"What's wrong?" She heard Twilight ask and shook her head.

"Nothing," she began, and when she heard the lock on the door click open her body froze. It was all happening too fast, her mind reeling after all she had seen. She felt overwhelmed by everything, yet amidst all the confusion a single thought stood out clearer than anything else.

She couldn't bear to be near Pinkie Pie at the moment, not after what she had just seen.

She knew it was nothing more than a bad dream affecting her but even so she knew she could not manage to be in the presence of the pink pony and will her fears away. It was a horrible truth, and the fact that her fears were affecting her to such a degree filled her with deep shame. She would have given anything to be able to deny it, but it was true. She was scared of a dream, scared of her best friend, and she didn't know what to do except run.

"I'm not feeling so good." She said suddenly, taking a few steps back as a second lock clicked open. "I have to go."

"Go?" Twilight asked, a puzzled expression on her face. "But you couldn't wait to get here. Why do you have to go all of a sudden?"

But Rainbow Dash merely shook her head. "I just have to go!" Without waiting for a response she turned around and began to run, nearly colliding into Applejack and Rarity as they drew closer.

"Whoa, Nelly!" Applejack cried as Rainbow Dash sped past them, beating her wings and soaring away from the group. She turned to Rarity. "Now what'd you suppose got her so worked up?"

Twilight was the one who replied. "I'm going after her to find out."

She took off after Rainbow Dash at once, the two of them speeding farther and farther away. The three remaining friends watched them disappear in the distance as the door to Sugarcube Corner swung open and out came Pinkie Pie. Noticing the absence of two of her friends she looked from one pony to the other, the same shocked expression reflected on each face.

When they all just stared at her she blinked a few times and frowned. "What?"

. . .

Twilight Sparkle raced after Rainbow Dash. The pegasus pony was so fast that she had no chance of catching up to her so she followed as fast as she could, hoping that she could at least keep up with her long enough to see where the flying speedster was headed. It didn't take long for her to find out: arriving at Cloudsdale, Rainbow Dash flew out of sight as she disappeared into the massive floating cloud that was her home. Twilight moved underneath the floating city wondering just how she was going to reach Rainbow Dash as quickly as possible. The last time she had been to Cloudsdale she had used a spell to keep the group afloat on the suspended city. She had no doubts that she could do so again, but just how could she reach the immense cloud to begin with?

She began to pace on the ground, walking in circles as she wondered just how she could make her way up to Rainbow Dash's home. She considered using the hot-air balloon but quickly thought against it. That would mean backtracking to her home and wasting precious time. She needed a faster way to get to Rainbow Dash.

She stopped pacing, a sudden idea coming to her. Could she teleport to Cloudsdale? It was a possibility, yes, but could she actually do it? She had always used that method of travel to move no more than a few feet from where she originally stood. She had never tried moving farther than that, let alone when her intended destination laid suspended hundreds of feet in the air. _No_, she thought, _I need something that will work for sure._

And then another thought occurred to her, and she berated herself for not thinking about it sooner: the flight spell. It had worked the last time she had used it, giving Rarity a temporary set of wings without any apparent drawbacks, and she was sure it could do the same for her. If she could concentrate hard enough, it was sure to work.

She closed her eyes and took a deep breath. Her mind went blank as she tried to recall the spell she now needed more than ever before. Seconds ticked by as she stood there, trying and failing to make the spell work. She took another deep breath in annoyance, managing to push her frustration away as she focused once more, and her horn began to glow. More and more light was emitted around it as she tried to maintain her concentration. It was harder than she remember, all her muscles seeming to scream in protest as she channeled her energy. The light from her horn began to surround her body, moving slowly at first until it had completely covered her. There was a brilliant flash and then the light was gone and she stood alone once more. Her legs trembled from exhaustion and her eyes began to droop but she shook her head and turned around.

Her vision was somewhat blurry but she could make out her new appendages clearly in the light of the morning. Her new wings looked almost the same as the ones that Rarity had obtained only they seemed smaller and the colors were surprisingly dimmer than the ones the other unicorn had received. She figured that it was better that way; she only wanted to get to Rainbow Dash, not garner unwanted attention.

But could she make them work?

She tried moving them, not completely sure how to go about it. How did she move wings she'd never even had until just moments before? After a few failed attempts her wings flickered and twitched. A minute later she had gotten them to beat steadily and decided it was time to give them a try. Taking a deep breath she felt herself let go of the ground and her wings begin to beat faster as she slowly rose to the air. She had trouble getting them to work together and she ended up bobbing in place, her body turning from one direction to another as she fought to steady herself. Rarity had made flying seem like the easiest thing in the world, so why was it so hard for her? Finally, enough was enough, and Twilight felt her anger and frustration begin to surface. Her resolve strengthened, and she focused on making her wings work together until they began to beat rhythmically and the ground below her grew smaller. Small gusts of wind blew against her as she flew higher, the floating city growing larger the closer she got to it. She flew over it and stared in amazement as the whole of Cloudsdale spread before her.

When she had first seen the city it had seemed rather small. Now, suspended in midair and gazing at it from above, she saw just how grand it really was. Homes made of clouds she had not noticed on her first trip now seemed to scatter everywhere, making up most of the floating continent. She could see parts of the Cloudiseum as well as a few of the areas Rainbow Dash had showed them on their visit. An innumerable amount of pegasus ponies covered the large mass of clouds, heading in every direction and covering the skies as they each soared to different places.

Her wonder at the sight of the city diminished as reality set in. Rainbow Dash could be anywhere up here. The immense city seemed to grow even larger at the thought and she suddenly felt very small and completely lost. How was she supposed to find her in all of this? Where did she even begin to look?

Her body had started to feel cold and heavy, and she knew she would not be able to remain afloat for too long. While she had managed decent control of her wings in such a short amount of time she lacked the energy to do so for much longer. Casting the spell had taken its toll on her and it didn't seem like she'd be able to stay in the air for a very long time. Deciding that a wide search was the best idea in her current state she began to weave her way through the many buildings, her eyes darting between the crowds of pegasus ponies in search of a familiar cerulean-colored figure. Time seemed to pass in the blink of an eye as she continued her search, her hopes of finding her friend fading farther away with each passing minute. The beating of her wings began to slow down and the pause between each stroke became more apparent the longer she stayed in the air.

Time was running out.

She was about to give up when she saw her: down below, in what seemed to resemble a park, Rainbow Dash lay over clouds, eyes wide and lost in thought. She tried to drop down to where her friend lay and almost felt her wings cramp from the effort it took. She had been so concerned about reaching Cloudsdale that she never thought about how to return to the ground. Her vision was growing blurry as she tried once again to work her wings and lower her altitude. Slowly the change began to take effect and her stomach seemed to plunge as she began to fall from the sky. She was fighting to stay conscious and failing, and she put all of her remaining energy into one final shout.

"Rainbow Dash…"

The cry came out sounding chocked and weak to her ears. Her wings twitched feebly and then remained still. For one glorious moment she remained suspended in the air, the city of clouds in full view below her. Then she was falling, her mane flapping as cold wind rushed against her falling form, its sound seeming to grow louder the further she dropped. With what vision she could muster she darted her eyes to where she had last seen Rainbow Dash. She saw the young pegasus pony staring back at her, her mouth agape as her mind seemed to register what she was seeing. Then the moment passed and Twilight was falling through Cloudsdale, the ground seeming to quickly rush up to meet her, and Rainbow Dash was in the air, a speeding blur as she tore through the skies after her falling friend.

With the last of her energy Twilight saw her, hooves stretched forward, rushing towards her as fast as she could.

Then her vision darkened and all was silent.

. . .

Fluttershy had never wished that she could disappear into thin air more than she did so now.

After Twilight had taken off after Rainbow Dash the remaining three friends had surrounded her, each one demanding an explanation she could not hope to offer regarding what had taken place just moments before. She had told them all that she knew, but the sudden excitement in her friends' voices as they continued to question her made her shrink back, and her body had begun to shake as more questions were asked. Finally Applejack, sensing her silent struggle, held up a hoof as she turned to Pinkie Pie and Rarity.

"Hold on a second, girls." She said, her voice taking on the instructing edge she used when order was needed as she shook her head. "This ain't helping any. Why, we're just scaring poor Fluttershy here senseless."

"Oh no," Fluttershy said in a quiet voice, though deep down she felt grateful to Applejack. "It's okay…"

"Applejack's right." Pinkie Pie said. "We're sorry, Fluttershy. This is my fault. Rainbow Dash is always saying that I never let her break her old bouncing record, so I thought I could help her this time by actually starting it rather than ending it. I never thought she would take off like that."

Applejack frowned. "Now none of that, Pinkie Pie, you hear me? I'm sure whatever upset Rainbow Dash had nothing to do with you."

"This is just awful," Rarity said, shaking her head. "I just hope Twilight can find Rainbow Dash. Maybe we should go after them just to make sure everything's okay?"

"You're right," Pinkie Pie said, jumping up and down. "I could even bring some cupcakes! Those would cheer Rainbow Dash right up. She'll be feeling better in no time!"

Applejack and Fluttershy nodded in silent agreement. It seemed like the best choice at the moment. Something was wrong with their friend, and they would help her in any way they could.

The door to the shop suddenly opened and all four of them turned at the same time.

"Hey girls," Spike said, closing the door behind him. "Did you already start making cupcakes?" He noticed the solemn expression they all shared and stopped. "So…no cupcakes yet, huh?"

"No time, Spike." Applejack said. "We need to go. Something's wrong with Rainbow Dash."

"What?" Spike said, his ears twitching at the words. "What happened?"

"We don't know," Rarity replied. "She took off so suddenly and she didn't say anything. Twilight went after her, and we figured we'd do the same."

"And I'm bringing cupcakes!" Pinkie Pie chimed in.

Fluttershy looked at the others. "Um…Is it all right with everyone if I panic? Just a little bit, maybe?"

Applejack shook her head. "No time to panic now, sugar cube. Let's get going!"

They left the store and took off at once, Applejack racing ahead of the others and leading the way as they followed the trail left by Twilight Sparkle.

"Not so fast, Applejack."

Surprised, she turned her head to the side. Spike was barely holding on to her, the small dragon bouncing off with every step she took. "What in the name of golden apples are you doing, Spike?"

"I'm coming with you guys," he said in a tone that was final. "If something's wrong with Rainbow Dash then I'm going. She's my friend, too."

Applejack did not reply, but as she turned around she smiled. The young dragon was usually left out of their greater adventures but it was not for a lack on his part. Being the youngest one made the others feel protective of him at times. But even when he didn't share in the closeness of the group his devotion to his friends was second to none, just like the rest of them. He proved that now just like he had many other times before.

"Saddle up, then, partner." She said, picking up speed. "It's gonna be one bumpy ride."

. . .

Her eyes slowly opened as she came to. The softness of the bed she lay on was the first thing she became aware of. Lying down, her eyes darted across the room. Cozy was the first word that came to her mind. Messy was the second one. Empty bottles of sasparilla and dozens of crumpled pieces of paper seemed to cover the floor. The walls were mostly barren, their blue hue making the room seem bigger than it really was. She noticed a few posters hung in different places, each one the subject of the same group of pegasus ponies: the Wonderbolts flew in formation in one poster, posed for an invisible camera in another, and stood unmasked in a third. She smiled. This room could only belong to one pony.

One pegasus pony in particular, to be exact.

"You're awake!"

Her head turned to the voice that came form the entrance to the room. Rainbow Dash quickly made her way to Twilight, dropping down in front of the bed.

"Are you crazy? You had me scared half to death! When I saw you falling I almost had a heart attack!"

Twilight remained silent, listening half-heartedly to her friend's words. Rainbow Dash noticed how tired she seemed and bit her tongue, offering her a cup full of dark liquid instead.

"Drink this." She said, handing the cup to Twilight. "A little sasparilla with extra sugar and you'll be up in no time. I just hope you can handle the sugar rush better than I can."

Twilight stared at the cup for a second and turned back to Rainbow Dash. The pegasus pony simply nodded at her and she began to down the drink. It tasted awfully sweet to the point that it might as well have been sour. Finishing the drink she handed the cup back to Rainbow Dash and sat on the edge of the bed. She barely noticed that the wings she had recently received were gone, concluding that her lack of energy was the cause of their absence.

Giving the drink time to sink in she began idle talk. "Your room's…nice."

Rainbow Dash turned to the mess on the floor and scratched the back of her head, flicking a crumpled piece of paper with a back hoof. "I've been working on an outfit for Nightmare Night. So far it's still a work in progress, but just you wait. It's going to be so awesome when it's done."

Twilight nodded and winced as she felt the drink take effect. Rainbow Dash grinned, her face clearly saying 'I told you so.' She felt the excess sugar rush up from her body straight to her head and then beat it repeatedly before disappearing. Her eyes had shut of their own accord and now she opened them, the dark edges growing lighter until she could see perfectly once more.

"That's quite a wake-up drink you have there."

Rainbow Dash smiled. "When you're working nonstop on the sonic rainboom you need something that works fast. Not that I'm complaining. Winning the Best Young Flyer competition was the greatest thing I've ever managed to do. I mean, did you see how fast I was flying? I didn't think I could do it but then-"

"Rainbow Dash."

Rainbow Dash stared at Twilight, who gazed back intently at her. She felt her shoulders slump. _So much for beating around the bush_, she thought.

Twilight stared straight at Rainbow Dash's eyes. Her face was set. "Do you mind telling me why you just took off like that? You seemed really scared about something."

Rainbow Dash turned away from her. Of course she wanted to talk about that. The nightmare that caused the fears that had taken such a strong hold over her that she couldn't even stand to face her best friend. What would Twilight say when she learned that all of her worries were based on a stupid dream?

"Rainbow Dash…?"

Twilight saw her friend recoil and her features grew concerned. "I can see that this is hard for you, but if there's something that I can do to help, please tell me."

"I don't think you can," Rainbow Dash said, lowering her head. "I don't think anyone can help."

"You won't know for sure until you try," Twilight urged. "Give me the chance to try and help you. Please, Rainbow Dash."

The pegasus pony remained silent for a moment, and Twilight was sure that she would not speak. Then, in a small and timid voice, she asked: "Promise you won't make fun of me?"

Twilight smiled. "Cross my heart and hope to fly, stick a cupcake in my eye."

She regretted saying the words instantly. Rainbow Dash's eyes went wide the moment the words had been spoken, and she quickly said: "I promise! Tell me what's wrong!"

"You were right."

A puzzled expression crossed Twilight's face. "I was right about what?"

Rainbow Dash locked eyes with her, seeming on the verge of tears. "Nightmares…I _did_ have them last night. Really bad ones…"

In an instant the words were gushing out of Rainbow Dash, the suppressed fears flowing out of her like water from a broken dam. The whole story was told from beginning to end, a tale of torture and suffering, and she didn't stop for fear that she would not be able to continue. On and on she went, recounting every detail of all she had seen in her dreams, the terror she had felt, and the pain that had consumed her so many times. She only neglected to mention how deranged Pinkie Pie had seemed out of fear that Twilight would take it the wrong way. It was bad enough that the dream had affected her to such a degree without her friends thinking that she really saw Pinkie Pie in such a way.

Twilight listened in stunned silence. Whatever she had been expecting to be the problem, it was not this. Her eyes grew wider the more she heard, and then Rainbow Dash was silent, the story was over, and she was left speechless. What could she say? This was something she had no knowledge of, something she had never even heard of before. It was like she was treading in deep waters and she didn't know how to swim. At every word she risked pushing the pegasus pony further away. She needed time to think, but time was the one thing she didn't seem to have.

Then she saw the tears rolling down Rainbow Dash's cheeks and immediately acted on impulse, closing the distance between the two and bringing the pegasus pony close to her. Rainbow Dash began to sob as she rested against Twilight, pouring all of her fear, anger, frustration and shame into the cries that escaped her lips. Twilight nudged her softly, keeping her friend close until finally the cries grew fainter and Rainbow Dash had stopped shaking. Leaning back she looked at her friend, a smile on her face.

"Why didn't you tell us?"

Rainbow Dash hiccupped as the last of the sobs poured out of her. "I thought you would all say I was being silly or making a big deal out of it. I didn't think you would take me seriously."

"Oh, Dash." Twilight said, her tone growing warm as she spoke. "You _are_ being silly, but only for thinking that we wouldn't take you seriously. We all promised we would always be there for each other, remember? And we would always take each other's feelings into consideration when there was a problem, no matter how absurd it seemed."

Rainbow Dash could hardly believe her ears. She looked at Twilight, her eyes wide and round, the last of her tears gleaming down her cheeks. "Do you really mean that?"

"Of course I do," the unicorn replied. "Now come on." She grabbed Rainbow Dash and pulled her out of the room in the direction she hoped would lead to the bathroom. "Let's get you washed up. There's something you need to do."

. . .

The sun was high in the sky by the time they had gathered at the foot of the giant cloud floating overhead, unable to do anything more than stare at it from where they stood, a possible answer that hung out of reach.

"Her tracks stop here," Rarity said, looking around the terrain for any sign of their missing friends. "Where do you suppose those two could be?"

Applejack remained staring at Cloudsdale. "It'd make sense that Rainbow Dash flew up there, but there's no way Twilight could get up there by herself."

"So where do you think Twilight could be?" Spike asked.

Applejack opened her mouth to reply but she was beaten by Pinkie Pie. "Oh! I know where Twilight could be!"

"She's not at Sugarcube Corner, Pinkie Pie." Applejack said. "We just came from there."

Pinkie Pie dropped to the floor, crossing her front hooves over her chest and narrowing her eyes. "Well, she could have gone back, you know. It's what I would have done."

"This ain't helping us none." Applejack said, bringing a hoof to her face. "We need to find them."

Spike gasped, an idea occurring to him. "What if Twilight went home to get the hot-air balloon? She could've used it to fly to Cloudsdale."

Rarity turned to him with wide eyes. "Spike, that's a wonderful idea!" She failed to notice the deep blush that appeared on the young dragon's face a moment later. She turned to Applejack, pointing up to Cloudsdale. "I'd wager that Rainbow Dash is up there, too."

"All right, then," Applejack said. "I think we should split up just to play it safe. Fluttershy, you fly up to Cloudsdale and see if you can find Rainbow Dash anywhere. Rarity will wait down here for you. Me 'n' Spike will try to catch Twilight before she leaves her house." She turned to the last member of the group. "Pinkie Pie…"

But Pinkie Pie turned to her with large, watery eyes, and Applejack relented. "Fine! Go back to Sugarcube Corner and see if Twilight's there."

The pink pony began to jump and whoop as Applejack turned to Rarity and Fluttershy. "If you don't find Rainbow Dash meet us at Twilight's house. Hopefully she'll be there.

She tried to hide the hint of fear she was starting to feel but the others picked up on it just the same. Expressions were grim as they all headed in separate directions, each one focused on finding their missing friends.

. . .

"You know you have to tell her, right?"

"I know. And I will. I'm still a little scared..."

"Don't be. I'll be with you. We'll all be right behind you in case you need us. We're your friends. We won't abandon you."

"I know. Twilight?"

"Yes?"

"Thanks for being such a good friend."

. . .

Applejack nearly broke down the front door as she and Spike arrived at their destination: the tree-shaped structure he and Twilight had come to call home when they arrived at Ponyville.

"I'll check upstairs," she said to Spike as she raced to the stairs. "You check down here."

She dashed through the halls, moving from one room to the next, but to no avail. The house was completely empty, and there were no signs that Twilight had been there at all. She stomped her hoof in frustration and raced back downstairs, hoping that Spike was having better luck than she was. She finally found him in the library, where he had finished rolling up a scroll and was breathing fire over it. In an instant the scroll burned up into ashes, soared in the wind, and vanished from sight.

"What are you doing!" Applejack almost screamed, causing Spike to jump back in alarm. He opened his mouth to speak but she cut him off. "This ain't the time to be sending any letters. Twilight isn't here."

The young dragon looked crestfallen "But I was sure she would be here. Where else can we check?"

Applejack bit her lip. Panic was beginning to set in. "I don't know. I just don't know."

She paced in the library, rewinding the events of the day to when she and Rarity had arrived at Sugarcube Corner. Why hadn't she gone after Twilight herself? What if this whole situation could have been avoided if they had just followed her and seen where their two friends had gone off to?

"Applejack!"

She heard the voice and ran outside just in time to see Fluttershy land on the ground. Not too far behind her was Rarity. Both were breathing hard as they stopped in front of Applejack, who waited impatiently to hear the news.

"I couldn't find Rainbow Dash anywhere." Fluttershy said. "I asked around and they told me she did go to Cloudsdale earlier today."

"Which means we were half-right, at least."

Rarity's eyes widened. "You don't mean-"

"She's not here." Applejack said, closing her eyes as she felt the sting of her own words. "We're at the end of the rope here. Where else could those two be?"

Spike came running out of the house and saw Rarity and Fluttershy. "Did you find Rainbow Dash?"

Fluttershy shook her head. Spike lowered his face, just as devastated as the rest of them.

"No Rainbow Dash and now no Twilight." Fluttershy turned to the others. "Can we start panicking now?"

There was a loud rumble and all of them turned to Spike. The young dragon looked down at his stomach and turned to his friends looking visually embarrassed. "Sorry about that," he said. "All this running around really builds an appetite, you know?"

"Maybe we should go get Pinkie Pie and see if we can come up with anything else." Rarity said. "Maybe Twilight _did_ go back to Sugarcube Corner."

The others nodded. It was wishful thinking, they all knew, but that was better than nothing. They began the trek back to the confectionery, feeling more hopeless than ever before.

. . .

The 'closed' sign hung in the front door but Rainbow Dash gave it no attention. She hovered just outside of Sugarcube Corner and let go of Twilight. The unicorn landed with a soft thud and turned to Rainbow Dash as she landed next to her. "You ready?"

The pegasus pony kept her gaze locked on the entrance to the confectionery. She raised a hoof to take a step forward and stopped. Images of her nightmare flickered before her eyes, and she began to tremble as her resolve began to fade. Then Twilight nudged her side and the images faded away. She turned back to the door.

"You can do this." Twilight said.

She took a deep breath and found that she could. She walked up to the door, the 'closed' sign staring back at her. She pressed a hoof against the door and it opened instantly and without hesitation. She stopped at the threshold and turned back to Twilight, who nodded encouragingly. Nodding back, she walked through the entrance and closed the door behind her.

. . .

Twilight watched her go with mild concern. She had promised Rainbow Dash that she would be by her side through it all, but Rainbow Dash had insisted on confronting Pinkie Pie alone. In a way it had made her glad. Beneath all her fears was the same stubborn pegasus pony she had come to know. She had no doubts that everything would work out in the end. She believed in her friends. Now it was just a matter of convincing Rainbow Dash of that.

All she could do now was wait for her to believe in them.

"Twilight!"

Four voices seemed to cry out at once. Her initial shock faded away as she saw her friends rushing towards her, the smiles on their faces clear even at a distance. They all crowded around her, rejoicing at the sight of her. Spike, who had been on Applejack's back returning to Sugarcube Corner, jumped off and embraced Twilight, who could do nothing more but to gaze in confusion.

"Twilight, you're okay!" The young dragon said, his grip tightening around Twilight as he held her. "You had us all so worried."

"Hey, guys," Twilight said, feeling stunned but happy. "What's going on?"

"We've been looking everywhere for you." Spike said, continuing to hug her.

Applejack nodded. "You had us all mighty scared, Twilight."

Fluttershy turned to Twilight. "I'm really glad you're okay, Twilight."

"Thanks," Twilight said, frowning. "But why did you think I was in trouble in the first place?"

Rarity was the one who replied. "We went out looking for you and Rainbow Dash. When she suddenly took off like that we got worried so we followed after you to make sure everything was all right. But no matter where we went we couldn't find either of you. We spent the whole morning running around after the two of you. And just look," she added, staring up at her mane. "Look at what all this running around has done to my beautiful mane. It's ruined."

She saw everyone turn to her, annoyance clear in their faces, and she shrunk back. "I mean, it's nothing." She said, smiling nervously. "The important thing is that you're okay. Now we just have to find Rainbow Dash."

"Speaking of Rainbow Dash," Applejack said, "do you have any idea where she could be, Twilight?"

"Of course I do," the unicorn replied. She pointed to the confectionery behind her. "She's right in there."

. . .

The room was dimly lit, and she noticed that only half the lights in the store had been turned on. She let her gaze go from one corner of the room to the next. Shelves full of baked goods stood behind the counter while large machines had been placed in every corner of the room. She stood there for a moment, taking it all in before clearing her throat.

"Pinkie Pie?"

She expected silence, or maybe she even wished for it. What she received was an answer.

"Rainbow Dash? Is that you?"

Her hooves had begun to shake once more, but she ignored it as she called back. "Yeah, it's me, Pinkie. Where are you?"

"Over here, in the kitchen."

She took shaking steps towards a doorway that didn't seem to draw any nearer. She passed through it and saw her friend busy at work. Bowls full of mixture occupied the table as Pinkie Pie gently placed a tray inside the oven, turned a few knobs, and closed the front hatch. Only then did she turn to Rainbow Dash, her smile as wide as the pegasus pony had ever seen it.

The next thing she knew she had been slammed into the ground as Pinkie enveloped her in a hug.

"You've had us so worried, Rainbow Dash. Where have you been? We've been looking everywhere for you and Twilight. Is she here too?"

"Twilight's outside," she said, her body seeming to crack as Pinkie Pie hugged her tighter. "Could you let go of me, Pinkie? It's getting hard to breathe…"

"Oopsies," the pink pony said, releasing her friend and stepping back. "Well, I'm glad that you're both okay." Her expression suddenly grew serious. "I really thought you were mad at me for a while, you know."

At this, Rainbow Dash froze. "You thought I was mad at you? Whatever gave you that idea?"

Pinkie Pie's tone was bashful as she spoke. "When I threw the ball at you this morning, I only did it because I wanted to help you break your old record. But when I went downstairs you and Twilight were both gone. Applejack said I was being silly for blaming myself, and I know she was right, but I couldn't help it. I was worried about you."

Rainbow Dash tried to smile but her mouth seemed to have stopped working right.

"So why did you take off like that this morning?"

It was time. She couldn't put it off any longer. She took a steadying breath and turned to Pinkie Pie, her mind suddenly coming alive as hundreds of thoughts seemed to come to her at once.

"Pinkie," she managed to say. "We need to talk."

. . .

If revealing to Twilight the source of her fears had been bad, telling Pinkie Pie was ten times worse. The silence in the kitchen was suffocating her, but try as she might she couldn't find her voice. Pinkie Pie stared at her, blinking confusedly every now and then. Her heart was pounding hard, and her chest felt as though she had been plunged in cold water.

"What's wrong?" Pinkie asked her friend. When she didn't receive a reply she frowned. "What do we need to talk about?"

Rainbow Dash swallowed and opened her mouth. "I…I need to tell you something."

The pink pony laughed. "I can see that, silly. What is it?"

"I…" The feeling of embarrassment was returning to her, pushing back the words she had to say. "I…don't…"

Pinkie Pie leaned forward. "'You don't'?

Rainbow Dash shrunk back. "I don't think I can do this…"

The pink pony smiled. "Sure you can! Just take a deep breath and let it out. Like this." She inhaled deeply, her cheeks filling up and jiggling slightly as she held her breath. Rainbow Dash looked on in surprise. Pinkie Pie's randomness would never cease to amaze her.

Finally Pinkie Pie exhaled and turned to Rainbow Dash with a smile. "Like that. Now you try."

Rainbow Dash took a deep breath and released it. "Pinkie, there's something I need to tell you, but I don't know how."

"Then just tell me, silly." Pinkie Pie said.

"I'm not mad at you, Pinkie Pie. I'm scared."

Silence hung in the air, remaining there for a very long time. Pinkie Pie stared unblinkingly at Rainbow Dash, but the pegasus pony could not meet her gaze. She kept her eyes locked on the floor, feeling a familiar sting in the corner of her eyes.

"I don't understand." Pinkie Pie said. "Why are you scared?"

"I had a nightmare last night." Rainbow Dash said, her words sounding lame in her ears, but she pressed on, her eyes locked on the floor below her. "I dreamed that I was being tortured. I dreamt that I died."

She raised her gaze to Pinkie Pie and their eyes locked.

"I dreamt that you killed me."

. . .

Word by word she managed to tell the story that plagued her mind. In spite of what she had thought it seemed easier to tell Pinkie Pie than what she had imagined. The words rolled on uninterrupted, and as she continued she felt something wonderful happen: the constant fears in the back of her mind were leaving her the more she spoke. In its place she felt a resolve settle in, one that pushed her onward until she was finished and silence flooded into the room. Pinkie Pie remained where she stood. Her face was blank.

Rainbow Dash lowered her face and closed her eyes. She felt the seconds tick by as she waited for Pinkie Pie to say something. The plunging feeling returned to her, and she could make out the beats of her heart as she waited. She didn't dare to look at Pinkie Pie for fear of what she would see. Would she be angry? Would she think that Rainbow Dash was crazy?

Could they still manage to be friends?

Seconds continued to tick by, and when Pinkie Pie refused to speak Rainbow Dash felt all hope vanish. There was nothing more to say; the silence said it all. This was the end of their friendship. Her inability to differentiate dreams from reality had cost her too high a price. She had lost a friend, the very best friend she could ever ask for, yet she would respect Pinkie Pie's feelings.

She turned around, slowly moving towards the door, when the silence was broken by the last words she had expected to hear.

"Is that what's been bothering you?"

Her eyes shot up and she turned back to Pinkie Pie. The pink pony was gazing right at her, a sad smile on her face, and Rainbow Dash felt the world around her stop.

"Why didn't you say something sooner?"

The words were a literal echo of what Twilight had said, and Rainbow Dash fought to find the answer she had given the unicorn in her despair. "I thought…I didn't think any of you would take me seriously. I mean, it was just a dream." She lowered her gaze. "I know it's silly, but I couldn't help it. When I remembered it I freaked out. I needed time to go through it all. I…"

But her words failed her as she realized how ridiculous she had really been all along. Tears fell from her eyes as she stood there, wondering how it had come to this. How could she have let something as insignificant as this cause her to doubt in Pinkie Pie?

Pinkie Pie moved close to her and nudged her affectionately. "Don't cry, Rainbow Dash." She said. "It's okay."

"No it's not," the pegasus pony said. Her voice was chocked and her throat tightened painfully as she spoke, but she continued. "I'm pathetic. I actually doubted you for a second. I let things get so carried away instead of believing in my friends."

"You're not pathetic, silly." Pinkie Pie replied. She grabbed Rainbow Dash by the face and their eyes met. "You were scared and confused, just like anyone of us could have been. But we're all here for you."

"That's exactly what I told her."

Rainbow Dash whipped around, finding five smiling faces staring at her.

"How could you think for one second that we'd abandon you?" Applejack asked. "It ain't like you, Rainbow Dash."

Fluttershy nodded. "You would never abandon us, and we'll never abandon you either."

"It wouldn't be the same without you," Spike added. "Everyone would expect me to be you all over again. There's no way I could do that. No one could ever take your place."

"We're your friends, Dash," Twilight said, the others nodding in agreement. "If there's one thing I've learned since I've been here it's that friends don't give up on one another."

Rainbow Dash smiled. She turned to the group of friends, lingering for a moment on each face before moving to the next one. She looked at Pinkie Pie, who nodded at her.

"Thanks, everyone." She said, a smile tugging at her lips as she closed her eyes.

"That's what friends are for, silly." Pinkie Pie said. She nudged the pegasus pony once more. "You didn't do anything wrong, Rainbow Dash. You just forgot to laugh, that's all."

The pink pony's eyes seemed to glaze over at her last words. "Forgot to laugh…Nothing wrong with that…Just being silly…"

Rainbow Dash stared at her friend. "Pinkie Pie…?"

The moment was gone, and Pinkie Pie stared back at her. She let go of her friend and stepped back. "It's nothing," she said, shaking her head. But her eyes betrayed her, their glint disappearing as she stared back at Rainbow Dash.

The pegasus pony turned around to the others and took a step towards Pinkie Pie, the previous conversation forgotten as she focused on her friend. "What's wrong?"

Pinkie Pie seemed to weight it over, and finally nodded in agreement. "I didn't want to tell you guys because I thought you'd all laugh at me." Here she stopped, her eyes going wide as though she recalled painful memories. Closing her eyes, she continued. "I've been having weird thoughts, lately."

Twilight stared at her. "Don't tell us you've been having nightmares, too?"

"Not exactly," she said. "I've just been wondering about my jokes and things like that."

Applejack frowned. "What about them? They seem fine to me. "

Here Pinkie Pie's eyes shot up. "Do you really mean that?"

"Of course I do," Applejack replied. "Why would I lie about that?"

Pinkie Pie shook her head. "I guess you're right. It's just…lately it seems like no one's laughing at any of my jokes."

"What are you talking about?" Rainbow Dash asked, confusion etched in her face. "We all get a kick out of them."

"Well…" Pinkie Pie hesitated. "There was that time at the picnic. No one seemed to find the basket gag funny."

_A basket gag?_ Rainbow Dash wondered. She furrowed her eyes as she tried to remember.

"I remember," Fluttershy said. The others turned to her as she spoke. "You brought a basket full of balloons."

She was right. Rainbow Dash remembered it now. It had seemed an odd thing, and she hadn't commented on it, assuming that it was just another mysterious quirk of Pinkie Pie.

"I remember that, too." She admitted. "I thought it was completely random."

"You did?" Pinkie Pie asked, surprised.

"Sure. I mean, it just seemed like something you'd normally do."

When the others nodded, Twilight asked: "Can you think of another time you felt like that?"

"Well," Pinkie Pie continued, "there was also the time at the gala. No matter how hard I tried, I couldn't even make any of those ponies smile."

Rainbow Dash remembered that as well. Pinkie Pie had gone over the top, her wacky antics earning her nothing more than a cold shoulder from the others invited to the gala.

"That wasn't your fault, Pinkie Pie. Those were just some stuck-up ponies. They wouldn't know a joke if it flew right past them."

"And Princess Celestia really got a laugh out of your jokes," Twilight said. "She said you cheered her mood right up."

"Oh." Pinkie Pie said, blinking a few times. "I guess I never noticed."

Rainbow Dash sighed. She was about to say how silly Pinkie Pie was acting herself when her eyes went wide. Her body froze as it all seemed to click. She stared at Pinkie Pie, comprehension dawning on her. In that moment the final part of her dream became clear.

"Pinkie," she began tentatively. "Can I ask you something?"

"Sure you can." Pinkie replied, the others looking on in wonder.

"Whenever you felt like that, did you ever start to think that we've been laughing at you instead of with you this whole time?"

Pinkie Pie's eyes seemed to grow even larger. "How did you know that? I don't think I've ever told anyone before."

Twilight was perplexed. "What? You thought we were laughing at you?"

"Where would you come up with such a crazy idea, Pinkie Pie?" Applejack asked.

Pinkie Pie shrugged. "I don't know. It just seemed to pop into my head at some point. I knew it wasn't true, but the more I thought about it, well…"

Rainbow Dash finished for her. "The less things seemed to make sense?"

She understood that perfectly well, and she realized now the hidden truths she had learned in her dreams. Pinkie Pie was always fighting the loneliness that she had felt during her childhood. Her jokes, a source of entertainment in their group, had started to take a more desperate importance to her as she tried more and more to impress them. In the process she had begun to believe that others saw her as someone who was only good for a laugh. The idea, fueled by her desperation and the ever-growing fear of being alone, had given birth to another fear, one that was just as powerful as the first.

Her friends were never laughing from her jokes. They were laughing at her.

Her world of black and white had begun to shatter, leaving only gray spots where nothing made sense. The thought of being alone was unbearable but suddenly being around her friends was becoming just as painful as not having them.

In that moment she realized just how much damage Discord had attempted to do when he had used her fears as weapons against her. The seed of doubt that had been planted deep inside her heart had begun to sprout, its roots wrapping around her and refusing to let go of its victim.

She saw all of it clearly, and amidst the revelation she began to wonder: what could she possibly do to help Pinkie Pie?

And the answer came to her at once.

She could be her friend.

She stepped towards Pinkie Pie, returning the other's act of kindness as she nudged her best friend.

"Listen to me, Pinkie Pie." She said. Her voice was not enveloped with the force it usually carried, but was replaced by a soothing tone that conveyed all of her love to her friend. "I want you to let go of those thoughts. Don't ever think those things again, okay?"

Pinkie Pie blinked a few times and then smiled. "Okey-dokey-loki."

"Golly," Applejack said as she and the others drew nearer. "I guess we all need to be more careful, huh? I think we owe you an apology, Pinkie Pie."

"What are you talking about?" Pinkie Pie asked. "You don't need to apologize."

"No, I think Applejack's right." Twilight said. "We're your friends. We should've known something was bothering you."

"No, I'm the one who should've told all of you sooner. I just didn't want any of you to think I was crazy."

Rainbow Dash smiled. "You're not crazy, Pinkie Pie. You're completely random."

They all began to laugh, the group coming together after a long battle they didn't even know they had been fighting. They knew now just how fragile their friendship was, but they also knew that they were all the closer for the experience they had gone through. Pinkie Pie reached out and seemed to grab all of them, enveloping them in a group hug until Spike managed to break free.

"Yuck," he said, causing the others to laugh even more.

"Well," Applejack said, "I'm glad all that's over."

"Same here," Rainbow Dash said. "For a moment there I really thought I wouldn't be able to get over that dream. I'm glad I was able to talk to you all about it."

"You and me both," said Pinkie Pie. "I would have never told all of you if this hadn't happened."

"Could you imagine," Rarity began, "if we let such a silly thing get in the way of our friendship? That would have been disastrous." Her eyes widened dramatically and she bought both hooves to her face. "It would have been…The. Worst. Possible. Thing."

When her friends simply stared at her she drew back. "What? I really mean it!"

But her friends were already laughing and she couldn't help herself. She began to laugh too.

"I'm glad to hear all of you in such good moods."

Twilight's eyes widened. She recognized that voice. Turning to the entrance she was surprised but pleased to find her mentor standing at the doorway.

"Princess Celestia!" She cried out as all of them bowed at once. "What are you doing here in Ponyville? I thought you said you couldn't come to discuss my lessons today." There was a moment's pause and then Twilight asked: "And how long have you been standing there?"

Celestia smiled at her student. "Just long enough to have an idea of what's been going on around here. I managed to conclude matters in Canterlot earlier than expected so I wrote back to see if we could still arrange something today. What I received was a letter from your friend Spike saying you were missing and that something was wrong with one of your other friends."

At this, Twilight turned to Spike. The young dragon twirled his fingers as he spoke. "We couldn't find you anywhere, and we were starting to get really worried."

Princess Celestia smiled. "Your concerns show that your heart was in the right place, Spike, and for that I commend you. I went first to your home and when I didn't find you there I came here. It seems that everypony eventually ends up at Sugarcube Corner."

Pinkie Pie nodded happily. "That's what I've said this whole time!"

"Now," Princess Celestia continued, turning to the whole group, "I believe it's safe to assume that all is well?"

"I think so, Princess." Twilight said, turning to the others. "I'm sure everything's going to be okay now."

At this, Rainbow Dash approached her. "Princess, I owe you an apology."

The princess turned to her, her features growing solemn as she spoke. "And why would you think that?"

She had not shouted, but Rainbow Dash cringed all the same. "I failed. I doubted in my friends when I should've trusted in them. I almost let my fears get the better of me. I don't deserve to represent the element of loyalty."

There was a long pause after this, as everyone turned from Rainbow Dash to Princess Celestia, the latter seeming to consider her words.

Finally, the princess nodded. "You are correct, Rainbow Dash. And that is why you will continue to represent the element of loyalty."

Rainbow Dash stared blankly at the regal unicorn. Behind her Applejack voiced her confusion. "Say again, now?"

Princess Celestia smiled. "While you did let your fears get the better of you, Rainbow Dash, you did not succumb to them, and while you may have let them take root you didn't let them keep you from trying to overcome them. Had you not done so, your fears would have surely pushed you away from your friends, and your friendship would have met a terrible end. But throughout your struggle with yourself you always remembered them, and you managed to make things right in the end. I can think of no one better to represent the element of loyalty."

Rainbow Dash could not believe her ears. She bowed once more, her whole face burning. "Thank you, princess."

"Not at all," Princess Celestia replied. "Now, if all of you could excuse us, I need a few words with Twilight."

Saying their goodbyes, Twilight and Princess Celestia left Sugarcube Corner.

Rainbow Dash turned to her remaining friends, her voice sounding chocked once more.

"Thanks, everyone."

Then tears began to fall down her face as sobs escaped from her once again. Her remaining friends were taken aback at the sudden change and Pinkie Pie quickly tried to comfort her friend once more. She had no way of knowing that the reason why Rainbow Dash was crying was out of joy. She had doubted in her friends, believing they would shun her for her thoughts and refuse to acknowledge her feelings. But their friendship had remained as strong as ever, and they had overcome another trial that lay in their path. Her friends had stood by her side. Her fears had been proven wrong.

And for her it was the most wonderful feeling in the world.

. . .

As they made their way to Twilight's home the princess turned to her student.

"It seems like you've had quite an adventure today."

"I'll say." Twilight replied. "I'm just glad it's all over."

"I can imagine what an ordeal it's been for all of you." The princess said. "Now tell me, have you learned anything about friendship from all of it?"

Twilight remained silent, thinking back on all the events that had taken place on that day. So much had happened, and so much of it was because of things she would have never suspected.

"I think so, princess," she began. "I've learned how fragile friendship can be when something is wrong, and how quickly it can break if you can't work something out with your friends. I've also learned that you should tell your friends if something is bothering you, even if it doesn't seem important or serious. If it's something you're worrying about then your friends won't take it lightly and will do all they can to help you."

Princess Celestia smiled at her student. "That was very nicely put, Twilight." She said, and Twilight relished in the praise. "And I'm very happy that you and your friends were able to overcome your problems."

The words rung within Twilight, and she remembered a time not so long ago before she had met her friends. It had been lonely as she remained cooped up in a library, surrounded by nothing but books as she continuously studied numerous subjects. Time had ceased to matter as the days went by in a blur of pages, texts, quills and bottles of ink as she read and wrote over and over to no end. And while she still kept a penchant for her studies, she had found something even more important to her, something her mentor had urged her to seek. A special bond that she had formed with those she had come to consider her best friends.

The magic of friendship.

Turning to the princess, her eyes gleamed and she smiled. "So am I, princess."

. . .

Princess Celestia walked through the halls of Canterlot Castle taking her time in making her way to the throne room and enjoying the peace of silence. She recalled her earlier conversation with her most faithful student and smiled. Twilight had really grown during her stays in Ponyville, and the ties in friendship she had made with others were some of the strongest she had ever seen. She had believed that the elements would be in safe hands with her protégé and her friends, and now she knew for certain that she had been right.

Reaching her destination she was approached by one of her guards. "I hope your travels were safe, your highness." He said, bowing before her. "Princess Luna arrived just a few moments ago. She asked us to contact you as soon as you returned."

She thanked the guard and hurried on as they opened the double doors for her. Excitement was coursing through her. It had felt like such a long time since she had last seen her sister.

No sooner had the doors opened that she came into view, her dark mane flowing behind her as her eyes fell on her older sister.

"I'm so glad to see you again, my little sister." Princess Celestia said, moving closer to her younger sister to embrace her. "It feels like so long since you left. How have your travels been?"

"We have seen much since we departed." Princess Luna said. "We have traveled all over Equestria and seen thy humble subjects as they carried on with their continued activities every day."

Her voice rumbled deeply and echoed off the walls in the room, and Princess Celestia cringed slightly. She had hoped that her sister would have adjusted and stopped using the royal canterlot voice as she saw how much their world had changed since she had last seen it. Unfortunately that did not seem to be the case. Tentatively she asked: "Have you made any progress?"

Princess Luna frowned. "I regret to say that we have not made any improvements, dear sister. Thy people see us and flee, or bow to us in recognition but refuse to speak a word to us. We have begun to feel that thy hopes of our learning from thy people are futile. We feel that none shall ever accept us."

"Don't worry, my dear sister." Princess Celestia said. "I'm sure it will all work out given time."

In truth, she was not so sure of that. It had been almost a year since her sister had left to see how much their world had changed, and she had hoped that adapting to current things would be easy for her. Yet now she returned just the same as when she had first set off, a stranger to everything surrounding her and with almost no hopes of being accepted by others. The way things stood it would take a miracle for things to change; that, or someone who was very good at helping others.

Her eyes widened and she suddenly smiled as an idea came to her.

"Sister, have you heard of Nightmare Night?"

"But of course," Princess Luna said, and she heard a hint of disdain in her tone. "Lately that is all we have heard talk of as we journeyed through Equestria. Frightening costumes and large consumptions of sweets are what we hear, and an offering to still the restlessness of none other than Night Mare Moon. We find it hard to believe that such a festivity is how people have remembered us for so many years. Tell us, sister, at what date shall this Nightmare Night occur, so that we may present ourselves to thy people and make right all the wrongs with this festivity?""

Princess Celestia thought it over. "It's still some time away. It should take place by the next full moon."

Princess Luna nodded. "Very well, we shall await it with great anticipation."

"I'm glad to hear that you'll attend, Luna." Princess Celestia replied. There was a glint in her eye as she spoke once more. "Speaking of Nightmare Night, have you been to Ponyville yet?"

. . .

The small red light in the oven dimmed over as it gave off a loud 'ding'.

"They're ready!"

Carefully opening the front hatch Pinkie Pie pulled the tray out and placed it over the table. "These look really good, Dash. And I bet they'll taste even better."

Rainbow Dash smiled. "If they do it won't be thanks to me. I burned the last batch without even trying."

Pinkie Pie laughed. "What are you talking about? Those were delicious!"

Rainbow Dash rolled her eyes. "You can be so weird sometimes, you know that Pinkie?"

The others had left earlier, each of them having work that needed to be done. Applejack had mentioned the orchard before going on her way while Rarity had an order of dresses to attend to. Fluttershy and Spike had also taken their leave, and so Rainbow Dash had remained with Pinkie Pie as she continued to bake more cupcakes. Even if she was a lousy cook, she still enjoyed helping her friend, and was more than glad at the chance to do so now.

"Pinkie Pie?"

The pink pony turned to her. "Yes, Rainbow Dash?"

"Thanks again for forgiving me."

"Of course I'd forgive you, silly. You're my best friend."

Pinkie Pie's eyes widened suddenly. "That reminds me. I have something for you."

Rainbow Dash blinked confusedly. "Something for me…?"

She watched as Pinkie Pie reached for something she couldn't see and turned back to the pegasus pony.

"Ta-da!"

A single cupcake rested between her hooves, Rainbow Dash's familiar cutie mark seeming to decorate its top. The pegasus pony turned from the cupcake to Pinkie Pie, her eyes wide.

"What's this?"

"It's just a little something I made earlier." Pinkie Pie said. "I started to work on it when I came back. I thought a cupcake would cheer you right up. Here, try it out! It's a special one just for you!"

Rainbow Dash slowly reached for the cupcake, staring intently at the baked good as it rested in her hand. She looked up at Pinkie Pie, her smile wide as she waited in anticipation for Rainbow Dash to try it.

Thoughts of her dream raced through her mind for a moment and then they were gone.

Lifting her hoof, Rainbow Dash took a bite of the cupcake.

Seconds ticked by as she chewed, Pinkie Pie's eyes widening as she held her breath.

Then Rainbow Dash swallowed, turned to Pinkie Pie, and smiled. "Now that's a good cupcake, Pinkie."

Her friend proceeded to jump around the room. "I knew you'd like it! I made it with my super secret ingredient!"

The words made Rainbow Dash freeze where she stood. She turned to Pinkie Pie, barely controlling the panic that had started to set in. "Your secret ingredient?"

"Uh-huh." Pinkie Pie said, coming to stand right next to Rainbow Dash. "It's the same one I always use when baking cupcakes."

Unable to bite her tongue any further, the words blurted out of the pegasus pony's mouth. "What secret ingredient?"

Pinkie Pie began to giggle. "You should know that by now, Dash."

And when her friend merely stared at her in confusion she smiled.

"Love, Rainbow Dash. Just love."

* * *

><p>Author's Note: I began working on this story about two weeks ago after reading the original Cupcakes by Sergeant Sprinkles. I couldn't believe how far the story went in the gore department. I was more surprised when I began to read messages everywhere of how the story had ruined Pinkie Pie for everyone. After much consideration I began to work on this story with the hopes that I could somehow redeem her character in the eyes of viewers. I wanted people to sympathize with these characters instead of remarking at how disgusting and horrible the situation was. And so I focused more on a psychological aspect of terror rather than the gore the original fanfic focused on. The end result, for better or worse, is the story you have now read.<p>

For everyone who finished the story, you have my deepest gratitude. Whether you loved it or hated it, you took the time to read it, and for that I thank you. Feedback on what you thought will be greatly appreciated.

Again, thank you all, and I hope you have enjoyed the story.


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